How to File a Michigan Annual Report

What is an annual report?

An annual report is a document that formal businesses submit once a year to stay compliant and in good standing with their state, although the rules and deadlines vary by state. In Michigan, limited liability companies file annual statements rather than annual reports, corporations file annual reports, and Professional LLCs file both. Basically, these annual filings exist so that the Michigan Department of Licensing and Regulatory Affairs (LARA) can maintain an accurate public record of your business every year following formation.

What information must a Michigan annual report contain?

Essentially, Michigan annual reports and annual statements update LARA's corporations division on your business' contact information. Required information varies slightly by entity type, but generally they ask for the following information:

• LARA ID number, which you can look up in the Michigan Business Database.
• Business name
• Resident agent name (also known as registered agent)
• Registered office address
• Officer and directors' names and addresses
• Name and address of at least one shareholder or member that is a properly licensed professional (professional LLCs or corporations only)
• Brief statement on the nature of your business
• The total number of authorized shares and most recent percentage used to calculate the Michigan business tax (foreign corporations only)
• Signature and title of person filing the annual report or statement

Who qualifies as a senior officer?

A senior officer is a high-ranking executive in a company who oversees the business' overall operations. Senior officer can apply to any of the following titles:

• Chief executive officer (CEO),
• President,
• Executive vice president,
• Chief financial officer (CFO),
• Treasurer, or
• Assistant treasurer

Who qualifies as a director?

Typically, a director is a person appointed by the shareholders of a corporation to sit on its board of directors. Directors can be either executive or non-executive. Executive directors manage the business' day-to-day operations, while non-executive directors work to maintain the interests of the stakeholders. Limited liability companies can also establish a board of directors if they choose.

How to file your Michigan annual report in 3 steps

If you choose to file your own Michigan annual report, the process can be boiled down to the following three key steps.

Step 1: Gather the necessary information

The process of filing your annual report will go a lot smoother if you've already gathered all of the necessary information. However, which information you need to include in your report varies slightly by business structure.

For example, as stated above, a foreign corporation will also need to include their current number of shares, while a professional corporation or LLC will need to verify licensing information. Other than these exceptions, gather any information on any relevant changes to your business, such as the name or address of your resident agent or managing executives.

Step 2: Log into LARA Corporations' portal or receive a paper form

If you choose to file by paper, your business' resident agent will receive a pre-printed form 90 days before your annual report's due date. You or your resident agent—if you work with a resident agent service—can use this form to document any important changes to your business.

For online filing, go to Michigan Department of Licensing and Regulatory Affairs' Corporations Online Filing System (COFS) and log in with your Customer ID Number (CID) and PIN. If you can't remember your CID and/or PIN, submit a request through their recovery page to access that information.

Step 3: Complete and submit your report

Once you have your form or are successfully logged into your COFS account, update any business information that's no longer relevant or verify that the information already listed is still accurate. This process can be more or less complicated depending on the nature of your business. 

When you're ready, pay the filing fee and submit your report if you file online. Otherwise, send your completed form to the address listed on the annual report or annual statement with a check or money order.

How to file a Michigan annual report with LegalZoom

You can also opt to work with a service, such as LegalZoom's annual report service. They'll discern what information your business needs to supply based on its structure and state, ask you the required questions, and fill out the annual report or statement for your business. They'll also send you confirmation from the state once the paperwork is processed.

How much does it cost to file an annual report in Michigan?

In Michigan, annual report filing fees vary by your business structure.

• Limited liability companies: $25
• Pro
• For-profit corporation: $25  
• Nonprofit corporation: $20

When is the deadline to submit a Michigan annual report?

Michigan LLCs—including professional LLCs—must submit their annual statement by February 15 to avoid penalty fees, unless the company was formed after September 30. Profit corporations need to submit their report by May 15, while non-profits must file by October 1.

What are the penalties for not filing an annual report in Michigan?

Like filing fees, the penalty fees for Michigan business entities vary by type. The penalty fee for an LLC is $50 for any document submitted after February 15. The penalty for corporations states at $10 following May 15 and increases $10 every month after the due date until September. That means that from September onward the fee is also $50.

Do all business entities need to file an annual report in Michigan?

No, Michigan requires only limited liability companies and corporations to file an annual report/annual statement. Other corporations, such as limited partnerships, general partnerships, and sole proprietorships don't need to file annual reports with the state.

FAQs

Can you submit an annual report early?

Yes, you can submit your annual report as soon as filing begins online or your resident agent receives the pre-printed form. Online filing opens October 15 for limited liability companies, January 15 for profit corporations, and June 15 for nonprofit corporations.

Do I need to pay a franchise tax in Michigan?

Yes, you may have to pay an annual franchise tax—called Michigan business tax—if your apportioned gross receipts are $350,000 or more. Alternatively, you may need to pay a quarterly business tax if your annual tax liability exceeds $800.

Can you file an annual report by mail?

Yes, you can file your annual report by mail by filling out the annual report form sent to your resident agent, attaching a check or money order and any necessary documents, and mailing it to the address listed on the form.

Do nonprofits need to file an annual report in Michigan?

Yes, Michigan requires nonprofit corporations to submit an annual report by October 1 each year following incorporation. The filing fee for a Michigan nonprofit is $20.